Narrative. The Note Purchase Agreement (“NPA”) is the umbrella contract under which the company issues convertible promissory notes to one or more investors in a single closing or series of closings. Its job is to bundle together all the representations, warranties, and closing mechanics that don’t belong inside a negotiable instrument like the note itself. Big-law practice separates them so that (a) the note remains a clean, transferable commercial instrument, and (b) rep-and-warranty clean-up in the NPA never requires re-issuing the note. Drafting points: (1) schedule all investors and their principal amounts as an exhibit, (2) set a minimum aggregate amount as a condition to closing, (3) include customary company reps (organization, authorization, capitalization, litigation, no conflicts, no consents), (4) require customary investor reps (accredited, investment intent, no general solicitation), and (5) permit multiple closings over a defined period (30–90 days) so the company can fill the round rolling.

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of [DATE] by and among [COMPANY NAME], Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (each, an “Investor” and collectively, the “Investors”).

1. Purchase and Sale of Notes

1.1 Sale and Issuance

Subject to the terms and conditions of this Agreement, at each Closing the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, a convertible promissory note in the form attached hereto as Exhibit A (each, a “Note”) in the principal amount set forth opposite such Investor’s name on Schedule I.

1.2 Closings

The initial closing (the “Initial Closing”) shall take place remotely via exchange of signatures and funds on the date hereof (or such other date as the Company and the Investors participating in the Initial Closing may agree). At any time on or before the date that is [ninety (90)] days after the Initial Closing, the Company may sell additional Notes to one or more additional Investors, each of whom shall become a party to this Agreement by executing a counterpart signature page (each, an “Additional Closing” and, together with the Initial Closing, the “Closings”). Each Additional Closing shall be treated for all purposes as if it occurred concurrently with the Initial Closing.

1.3 Use of Proceeds

The Company shall use the proceeds of the sale of the Notes for working capital and general corporate purposes.

2. Representations and Warranties of the Company

The Company represents and warrants to each Investor that, as of the applicable Closing: (a) the Company is duly incorporated, validly existing, and in good standing under the laws of Delaware and has all requisite power and authority to own its properties and conduct its business; (b) the execution, delivery, and performance of this Agreement and the issuance of the Notes have been duly authorized by all necessary corporate action; (c) this Agreement and the Notes constitute legal, valid, and binding obligations of the Company; (d) the capitalization of the Company is as set forth on Schedule II; (e) the execution and delivery of the transaction documents do not conflict with, or violate, the Company’s Certificate of Incorporation or Bylaws, any material contract to which the Company is a party, or any applicable law; (f) there is no material litigation pending or, to the Company’s knowledge, threatened against the Company; and (g) the issuance of the Notes and the underlying securities will be exempt from the registration requirements of the Securities Act of 1933, as amended.

3. Representations and Warranties of the Investors

Each Investor severally represents and warrants to the Company that: (a) such Investor has all requisite power and authority to enter into this Agreement; (b) the execution and delivery of this Agreement has been duly authorized; (c) such Investor is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act; (d) such Investor is acquiring the Note for its own account, for investment purposes only, and not with a view to distribution; (e) such Investor has been furnished with, or has had access to, such information regarding the Company as it has reasonably requested; and (f) such Investor understands that the Note and the securities issuable upon its conversion are highly speculative and involve a substantial risk of loss.

4. Conditions to Closing

The obligations of the Company and each Investor to consummate each Closing are subject to the satisfaction of the following conditions: (a) the representations and warranties in Sections 2 and 3 shall be true and correct in all material respects; (b) the Company shall have delivered executed Notes to each Investor participating in such Closing; (c) each Investor participating in such Closing shall have delivered the Purchase Price to the Company; and (d) the Company shall have obtained any required Board and stockholder approvals.

5. Miscellaneous

This Agreement is governed by the laws of the State of [Delaware / California]. Any amendment requires the written consent of the Company and the holders of a majority in aggregate principal of the Notes then outstanding. This Agreement, together with the Notes and any exhibits, constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may be executed in counterparts, including by electronic signature.

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[COMPANY NAME], Inc.

By: _________________________ Name: Title:

INVESTORS: See counterpart signature pages.

Schedule I — Schedule of Investors and Principal Amounts Schedule II — Capitalization Exhibit A — Form of Convertible Promissory Note

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.